Common use of Conditions of assignment or transfer Clause in Contracts

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (A) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Transferor is required for an assignment or transfer by an Existing Senior Lender (unless such assignment or transfer is made at a Lender, unless time when a Senior Facility Event of Default has occurred) if the assignment or transfer is to another an entity specified on the Excluded Lender or an Affiliate of List. (B) Subject to paragraph (D) below, a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (a1) receipt by the Borrower and the Senior Agent of a copy of a duly completed Transfer Certificate or Assignment Agreement pursuant to which the New Senior Lender will become a Senior Lender under the Senior Facility Agreement; (2) in the case of an assignment, receipt by the Senior Agent of written confirmation from the New Senior Lender (in form and substance satisfactory to the Senior Agent) that the New Senior Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Senior Lender; and (b3) performance by the Senior Agent and the Security Trustee of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment or transfer to a New Senior Lender, the completion of which the Senior Agent shall promptly notify to the Existing Senior Lender and the New Senior Lender. 18.2.3 (C) An assignment or transfer of part of a Senior Lender's participation must be in a minimum amount of £1,000,000. (D) A transfer will only be effective if the procedure set out in Clause 18.5 24.5 (Procedure for transfer) is complied with. 18.2.4 (E) If: (a1) a Senior Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending BranchTransaction Documents; and (b2) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Senior Lender or Lender acting through its new Lending Branch under Clause 713 (Tax) or Clause 14 (Increased Costs), then the New Senior Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Senior Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred. (F) Each New Senior Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Senior Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Senior Lender or Senior Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Senior Lender would have been had it remained a Senior Lender.

Conditions of assignment or transfer. 18.2.1 (a) An assignment or transfer by a Lender which is also a Swingline Lender of: (i) its Swingline Commitment shall only be made if there is a simultaneous assignment or transfer of its Commitment in an equal amount; or (ii) part of its Commitment shall only be effective if after such assignment or transfer such Lender's Swingline Commitment does not exceed its Commitment. (b) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by a Lender, unless unless: (i) an Event of Default under Clause 22.2 (Non-Payment) or Clauses 22.6 (Insolvency) to 22.10 (Analogous Proceedings) has occurred and is continuing; or (ii) the assignment or transfer is to New Lender is: (A) another Lender or Lender; or (B) an Affiliate of a Lender. Lender and a Verifiable PMP. (c) The said consents consent of the Agent and the Borrower may Company to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Company will be deemed to have given its consent 10 Business Days after the case Lender has requested it unless consent is expressly refused by the Company within that time. (d) The consent of the Borrower, shall Company to an assignment or transfer must not be required if withheld solely because the assignment or transfer may result in an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 (e) An assignment will only be effective on: (a) on receipt by the Facility Agent and the Company of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Obligors as it would have been under if it was an Original Lender; and. (bf) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if it is carried out in accordance with the procedure set out in Clause 18.5 is complied with.23.5 (Procedure for transfer). Back to Contents 18.2.4 (g) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 713 (Tax gross-up) or Clause 14 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. (h) For so long as it is a requirement of Dutch law that each Lender is a PMP any proposed New Lender shall provide the Dutch Borrowers, through the Facility Agent, with information in respect of itself with a view to enabling the Dutch Borrowers to verify its PMP status at least 10 Business Days prior to the proposed Transfer Date in relation to any assignment or transfer pursuant to which it would become a New Lender hereunder.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . 18.2.2 The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed anddelayed. 18.2.3 The assignment or transfer must be with respect to a minimum Commitment of one hundred million Dollars (USD100,000,000) or, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agentless, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeExisting Lender’s full Commitment. 18.2.2 18.2.4 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 18.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 18.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 78, then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The (a) Subject to Clause 24.1, no consent of the Agent, Borrower shall be required when the Lower Saxony Guarantee Agent and Existing Lender transfer all or part of its obligation under the Finance Documents. (b) The Existing Lender will give the Borrower is required for an assignment or transfer by a Lender, unless at least three (3) days written notice prior to completion of the assignment or transfer is transfer, provided that failure to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, provide such notice shall not be required if an Event affect the validity and effectiveness of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent such assignment or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineetransfer. 18.2.2 (c) An assignment will only be effective on: (a) only on receipt by the Agent Existing Lender of written confirmation from the New Lender (in form and substance satisfactory to the AgentExisting Lender) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective only if the procedure procedures set out in Clause 18.5 is 24.4 (Procedure for Transfer) are complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 713 (Tax Gross-Up and Indemnities) or Clause 14 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld Lender or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (ab) receipt by the Agent The consent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have been under if it was an Original Lender; and given its consent five (b5) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) Unless the Borrower and the New Lenderrelevant Lender otherwise agree, each assignment or transfer by an Existing Lender shall be in an amount equal to no less than USD 20,000,000, or, if lower, the entire participation of the relevant Lender under the Term Loan Facility. 18.2.3 A (d) An assignment or transfer will only be effective if the procedure set out in Clause 18.5 26.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Term Loan Facility. (f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 a) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 b) A transfer will only be effective if the procedure set out in Clause 18.5 25.4 (Procedure for transfer) is complied with. 18.2.4 c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (b) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) A transfer will only be effective if the procedure set out in Clause 18.5 21.5 (Procedure for transfer) is complied with. 18.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower Company would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless Lender unless: (i) the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents ; (ii) an Event of Default is continuing; or (iii) the short term credit rating of the New Lender is at least A1 or P1, the Agent and shall notify the Borrower may of such assignment or transfer within 3 Business Days of being notified of such assignment or transfer by the relevant Existing Lender. (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent five Business Days after it receives notification that the case of the Borrower, shall not be required if an Event of Default Lender has occurred and requested it unless consent is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or expressly refused by the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineewithin that time. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 24.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 715 (Tax gross-up and indemnities) or Clause 16 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, No such consent shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval . (b) The consent of the Agent, Borrower to an assignment or transfer must not be unreasonably withheld. The Borrower will be deemed to have given its consent five Business Days after the Lower Saxony Guarantee Agent or Existing Lender has requested it unless consent is expressly refused by the Borrower and without payment within that time. Any refusal of consent by the Borrower must be accompanied by a fee to written explanation for the Agent, at any time transfer or assign all of its rights and benefits hereunder and under reasons behind the Security Documents to the German State of Lower Saxony or its nomineerefusal. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Facility Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable Laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 clause 25.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7clause 12 (Tax gross-up and indemnities) or clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender ▇▇▇▇▇▇ will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Guarantor is required for an assignment or transfer by a the Lender, unless the assignment or transfer is to another an Affiliate of the Lender or an Affiliate Event of a Lender. Default is continuing. (b) The said consents consent of the Agent and the Borrower may Guarantor to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Guarantor will be deemed to have given its consent five Business Days after the case Lender has requested it unless consent is expressly refused by the Guarantor within that time. (c) The consent of the Borrower, shall Guarantor to an assignment or transfer must not be required if withheld solely because the assignment or transfer may result in an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 An assignment will only be effective on: (ad) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 If: (ai) a the Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or the Lender acting through its new Lending Branch Facility Office under Clause 713 (Tax gross-up and indemnities) or Clause 14 (Increased costs), then the New Lender or the Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or the Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The written consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower (which shall not be unreasonably withheld or delayed) is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (b) An assignment will only be effective on: (ai) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Facility Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 713 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or Lender, an Affiliate of a Lender. Lender or OeKB. (b) The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent five Business Days after the case Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) No Obligor shall bear any increased costs that arise at the time of or will arise with the lapse of time as a direct result of an assignment or transfer of a Lender’s rights and/or obligations hereunder solely by reason of the Borrower, shall not be required if an Event of Default has occurred and same. (d) An assignment or transfer by a Lender is continuing. Each Lender may, however, without subject to the prior approval written consent of the Agent, the Lower Saxony Guarantee Agent OeKB. (e) An assignment or the Borrower and without payment of transfer by a fee to the Agent, at any time transfer or assign all Lender of its rights and benefits hereunder and Commitments under the Security Documents to the German State Facility may be in whole or in part, but if in part shall be in a minimum aggregate amount of Lower Saxony or its nomineeEUR 10,000,000. 18.2.2 (f) (intentionally omitted) (g) An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment transfer to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer other than OeKB will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure of transfer and assignment) is complied with. 18.2.4 (h) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 715 (Tax gross up and indemnities) or Clause 16 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 24.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . 24.2.2 The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent 5 Business Days after the case Existing Lender has requested it unless consent is expressly refused by the Borrower within that time. 24.2.3 The consent of the Borrower, shall Borrower to an assignment or transfer must not be required if withheld solely because the assignment or transfer may result in an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 24.2.4 An assignment will only be effective on: (a) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender. In the case of an assignment in accordance with clause 24.5.2, such confirmation shall be deemed to have been given by its execution of the relevant Transfer Certificate; and (b) performance by the Facility Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 24.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 clause 24.5 (Procedure for transfer) is complied with. 18.2.4 24.2.6 If at the time when a transfer takes effect more than one Loan is outstanding under a Facility, the transfer of an Existing Lender’s participation shall take effect in respect of the same fraction of each such Loan. 24.2.7 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7clause 12 (Tax gross-up and indemnities) or clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. 24.2.8 A transfer will only be effective if the Existing Lender transfers a pro rata portion of its Commitment under each Facility denominated in the same currency.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. Lender or a Default is continuing. (b) The said consents consent of the Agent and the Borrower may Company to an assignment or transfer must not be unreasonably withheld or delayed anddelayed. The Company will be deemed to have given its consent 14 days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time. (c) For the avoidance of doubt, the refusal of the Company to give consent to an assignment or transfer will be deemed reasonable for the purpose of this clause 24.2 if the proposed New Lender is: (i) a Hedge Fund; or (ii) an entity which, in the case opinion of the BorrowerCompany, shall not has demonstrated in past transactions that it is unlikely to be required if an Event supportive of Default has occurred and is continuing. Each Lender may, however, without a lending relationship with the prior approval Company or the Group or any of their Affiliates. (d) When seeking to obtain the consent of the AgentCompany under this clause, the Lower Saxony Guarantee Agent or Existing Lender must provide the Borrower and without payment Company with: (i) the full legal name of the proposed New Lender; and (ii) a fee copy of any Confidentiality Undertaking required to the Agent, at any time transfer or assign all be obtained in accordance with clause 24.7 (Disclosure of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeInformation). 18.2.2 (e) An assignment of rights will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and; (bii) the performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (f) A transfer will only be effective if the procedure set out in Clause 18.5 clause 24.5 (Procedure for Transfer) is complied with. 18.2.4 (g) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7clause 14 (Tax Gross-Up and Indemnities) or clause 15 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. (h) In the case of a partial assignment, transfer or novation of rights and obligations under clause 24.1 (Assignments and Transfers by the Lender), a minimum amount of £5,000,000 (unless to an Affiliate or to a Lender or the Agent agrees otherwise) must be assigned, transferred or novated.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender. ; or (ii) made at a time when an Event of Default is continuing. (b) The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, delayed. The Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it in the case of the Borrower, shall not be required if an Event of Default has occurred and writing unless such consent is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or expressly refused by the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineewithin that time. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Secured Parties as it would have been under if it was were an Original Lender; and (bii) performance by the Facility Agent of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 22.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax Gross Up, Indemnities and FATCA) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (f) Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and (a) An Existing Lender must consult with the Borrower is required for no more than five days before it may make an assignment or transfer in accordance with Clause 25.1 (Assignments and transfers by a Lender, the Lenders) unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender. The said consents ; (ii) if the Existing Lender is a fund, to a fund which is a Related Fund of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if Existing Lender; or (iii) made at any time when an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (b) An assignment will only be effective on: (ai) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (bii) the performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) A transfer will only be effective if the procedure procedures set out in Clause 18.5 is 25.5 (Procedures for transfer) are complied with. 18.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 715 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 23.2.1 The written consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. Lender and provided that no such consent is required following the occurrence of any Default which is continuing. 23.2.2 The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent 10 Business Days after the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Existing Lender may, however, without the prior approval of (through the Agent, the Lower Saxony Guarantee Agent or ) has requested it unless consent is expressly refused by the Borrower and without payment of a fee to (through the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee) within that time. 18.2.2 23.2.3 An assignment (cessione dei diritti or cessione totale o ▇▇▇▇▇▇▇▇ del contratto) will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original a Lender; and (bii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 23.2.4 A transfer by way of assignment, assumption and release any of its rights or obligations (cessione dei crediti con accollo liberatorio di obbligazioni) will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 23.2.5 If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased costs) or incur any other cost, tax or expense of whatsoever nature including the payment of any Mandatory Cost, then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive any such payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. 23.2.6 Notwithstanding any other provision of this Agreement, each Lender may freely charge, assign or otherwise create any encumbrance (whether by way of collateral or otherwise) in or over all or any portion of its Loans and/ or over any or all of that Lender’s rights and/ or the obligations owed to that Lender under the Finance Documents, without consultation with, notice to or consent of the Borrower or any other Party, to any central or supranational bank (including the European Central Bank) or federal reserve as security for that Lender’s obligations to that central or supranational bank (including the European Central Bank) or federal reserve, it being understood and agreed that the relevant Lender shall be entitled to disclose any finance document and relevant information without the need of any Confidentiality Agreement by way of partial derogation to paragraph 23.7 and without that qualifies a breach of any confidentiality undertakings but, in any case, subject to any provision of applicable law and regulation.

Conditions of assignment or transfer. 18.2.1 25.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Borrowers is not required for an assignment or transfer by a Lender, unless Lender save in the case of an assignment or transfer to an entity which is to another Lender not a bank or financial institution or an Affiliate affiliate of a Lender. The said consents Lender where the prior written consent of the Agent and the Borrower may Borrowers (which shall not be unreasonably withheld or delayed and, in the case of the Borrower, delayed) shall not be required if an Event of Default has occurred and is continuing. Each unless clause 25.2.3 applies. 25.2.2 A Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent wishing to assign or the Borrower and without payment of a fee to the Agent, at transfer any time transfer or assign all of its rights and benefits hereunder and under to a bank or financial institution will consult with the Security Documents to Borrowers for no longer than ten Business Days (which for the German State avoidance of Lower Saxony or its nomineedoubt shall not give the Borrowers any veto rights) unless clause 25.2.3 applies. 18.2.2 25.2.3 No Lender shall be under an obligation to obtain the Borrowers' consent pursuant to clause 25.2.1 or to consult pursuant to clause 25.2.2 in relation to a proposed assignment or transfer where the Lender remains a party to this Agreement as a Lender 25.2.4 An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 25.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 clause 25.5 (Procedure for transfer) is complied with. 18.2.4 25.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7, clause 12 (Tax Gross-up and Indemnities) or clause 13 (Increased Costs); then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (a) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all “"know your customer” " or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (b) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. (d) The parties to this Agreement agree that in the case of a transfer or assignment of any rights and/or obligations of any Lender under this Agreement to a third party (whether such transfer or assignment shall qualify, under the applicable law as novation (novacija) or not), the Transaction Security shall not lapse, but shall continue to secure such transferred or assigned or novated rights and/or obligations.

Conditions of assignment or transfer. 18.2.1 The consent of (a) Save as otherwise agreed by the Agent, the Lower Saxony Guarantee Obligors’ Agent and the Borrower Facility Agent the participation (net of any re-transfer) of each Lender participating in the Facilities shall be a minimum of U.S.$5,000,000 (or its currency equivalent) in aggregate in those Facilities, provided that lesser amounts may be transferred where following any transfer both the transferor (if it continues to maintain a holding) and the transferee hold at least U.S.$5,000,000 (or its currency equivalent) of the Facilities. (b) For the purposes of calculating the minimum amounts specified in paragraph (a) above where the transferee is required for an a Fund, such amounts will be calculated by reference to the aggregate amount being transferred at that time to other Funds which are managed by the same entity. (c) Any assignment or transfer and the identity of the proposed New Lender is notified to the Obligors’ Agent by a Lenderthe Facility Agent and, prior to the Closing Date, if the proposed New Lender is not on the list agreed between the Obligors’ Agent (acting reasonably) and the Arrangers prior to the date hereof, the Obligors’ Agent consents to such assignment or transfer, and after the Closing Date, the Obligors’ Agent shall be consulted prior to any such assignment on transfer taking place, unless in both cases, prior to and after the Closing Date, the transfer or assignment or transfer is to to: (i) another Lender or an Affiliate of a Lender. The said consents of ; or (ii) a Fund within the Agent and same investor group as the Borrower may not be unreasonably withheld or delayed and, in Fund which is the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeExisting Lender. 18.2.2 (d) An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) on performance by the Facility Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (e) Notwithstanding any other provision of this Agreement, the consent of the relevant Issuing Bank and the relevant Fronting Ancillary Lender (if there is a Fronted Ancillary Facility in place) is required for any assignment or transfer of any Lender’s rights and/or obligations under the Revolving Facility (consent not to be unreasonably withheld) where such assignment or transfer involves a liability owed to such Issuing Bank or Fronting Ancillary Lender in respect of which cash cover has not been provided. (f) An assignment will only be effective on receipt by the Facility Agent of a Lender Accession Undertaking and written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent and the Obligors’ Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was the Original Lender. (g) A transfer will only be effective on receipt by the Facility Agent of a Lender Accession Undertaking and if the procedure set out in Clause 18.5 26.5 (Procedure for transfer) is complied with. 18.2.4 (h) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 714 (Taxes) or Clause 15.2 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is not required for an assignment or transfer by a Lender, unless the New Lender is a Restricted Person, in which case the consent of the Borrower is required for the assignment or transfer. (b) The consent of the Borrower to an assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may Restricted Person must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent five Business Days after the case of the Borrower, shall not be required if an Event of Default Existing Lender has occurred and requested it unless consent is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or expressly refused by the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineewithin that time. 18.2.2 (c) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and. (bd) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 22.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; andand Table of Contents (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax Gross up and Indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The (A) No consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Parent or any Obligor is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (B) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Lenders, the Agent and the other Lenders Arrangers as it would have been under if it was an Original Lender; anda Lender at the date of this Agreement. (bC) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 23.6 is complied with. 18.2.4 (D) If: (ai) a Lender lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 711, then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. (E) The amount which may be assigned or transferred must be a minimum of US$5,000,000 (or its equivalent in an Optional Currency) and an integral multiple of US$1,000,000 (or, in the case of an Optional Currency, a round amount) or, if less, the whole of the Existing Lender's participation in the Facility. Any amount denominated in an Optional Currency will be taken at its Original Dollar Amount.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and 25.2.1 An Existing Lender must consult with the Borrower is required for no more than ten days before it may make an assignment or transfer in accordance with clause 25.1 (Assignments and transfers by a Lender, the Lenders) unless the assignment or transfer is is: (a) part of primary syndication; (b) to another Lender or an Affiliate of a Lender. The said consents of ; (c) to a fund or other investment vehicle within the Agent and same investor group as the Borrower may not be unreasonably withheld fund or delayed and, in other investment vehicle which is the case of the Borrower, shall not be required if Existing Lender; or (d) made at a time when an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 25.2.2 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (b) the performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 25.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 clause 25.5 (Procedure for transfer) is complied withwith and: (a) transfers of each of the Facilities may be made separately; (b) where an Existing Lender transfers part of its rights and obligations in respect of a Facility pursuant to clause 25.5 (Procedure for transfer), that Existing Lender must transfer equal fractions of its Commitment and participation in the Loans (if any) under the relevant Facility; (c) if at the time when a transfer takes effect more than one Loan is outstanding under a Facility, the transfer of an Existing Lender’s participation in the Loans (if any) under the relevant Facility shall take effect in respect of the same fraction of each such Loan; and (d) no transfer shall be effected if as a result of such transfer (together with any other transfers to take place at or about the same) as at the date such transfer(s) take effect: (i) the Total Commitments of an Existing Lender would be less than US$20,000,000, or such other amount as the Agent may determine, unless resulting from a transfer of all of an Existing Lender’s Commitments; (ii) a New Lender would have Total Commitments of less than US$10,000,000, or such other amount as the Agent may determine, unless resulting from a transfer of all of an Existing Lender’s Commitments; or (iii) the aggregate amount of Commitments transferred by an Existing Lender would be less than US$15,000,000, or such other amount as the Agent may determine, unless the transfer is of all an Existing Lender’s Commitments. 18.2.4 25.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7clause 14 (Tax Gross Up and Indemnities) or clause 15 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurredoccurred unless the assignment, transfer or change is made by the Lender with the Borrower’s agreement to mitigate any circumstances giving rise to the Tax Payment or increased cost, or a right to be prepaid and/or cancelled by reason of illegality.

Conditions of assignment or transfer. 18.2.1 (a) The written consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower (acting in its sole discretion) is required for an assignment or transfer by a an Existing Lender, unless unless: (i) the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Participant; or (ii) a Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (b) An assignment will only be effective on: (ai) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Facility Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) A transfer will only be effective if the procedure set out in Clause 18.5 22.5 (Procedure for transfer) is complied with. 18.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (i) Any such assignment or transfer shall be in a minimum amount of EUR 4,000,000 except in the case of an assignment or transfer which has the effect of reducing the participation of the relevant Lender to zero. (ii) The consent of the Agent, the Lower Saxony Guarantee Agent and the German Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. Lender or unless a Default has occurred which is continuing. (iii) The said consents consent of the Agent and the German Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The German Borrower will be deemed to have given its consent five Business Days after the case Lender has requested it unless consent is expressly refused by the German Borrower within that time. (iv) The consent of the Borrower, shall not be Fronting Bank is required if for an Event assignment or transfer by a Lender in relation to a Letter of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeCredit. 18.2.2 (v) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and. (bvi) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 35.5 (Procedure for transfer) is complied with. 18.2.4 (vii) If: (aA) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bB) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 724 (Tax gross-up and indemnities) or Clause 25 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 20.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent Borrower and the Borrower Agent is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents Lender or an Event of the Agent and the Borrower may not be unreasonably withheld Default or delayed and, in the case of the Borrower, shall not be required if an a Possible Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval . 20.2.2 The consent of the Agent, Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Lower Saxony Guarantee Agent or Lender has requested it unless consent is expressly refused by the Borrower and without payment within that time. 20.2.3 The consent of a fee the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 20.2.4 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “"know your customer” " or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 20.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 20.5 is complied with. 18.2.4 20.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 78, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred. 20.2.7 Any Existing Lender that assigns any of its rights shall retain its voting right as a Lender.

Conditions of assignment or transfer. 18.2.1 The consent of 23.2.1 An Existing Lender must consult with the Agent, the Lower Saxony Guarantee Agent and the Borrower is required Borrowers for no more than ten days before it may make an assignment or transfer in accordance with Clause 23.1 (Assignments and transfers by a Lender, the Lenders) unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender. The said consents ; (b) if the Existing Lender is a fund, to a fund which is a Related Fund of the Agent and Existing Lender; or (c) made at a time when an Event of Default is continuing. 23.2.2 The consent of the Borrower may Borrowers to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrowers will be deemed to have given their consent ten Business Days after the case of Lender has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeBorrowers within that time. 18.2.2 23.2.3 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 23.2.4 A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 23.2.5 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax Gross Up and Indemnities) or Clause 13 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. This Clause 23.2.5 shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Loan. 23.2.6 Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Guarantor is required for an assignment or transfer by a Lenderan Existing Bank, unless the (i) assignment or transfer is to another Lender Bank or (ii) the assignment or transfer is made at a time when an Affiliate Event of a Lender. Default is continuing. (b) The said consents consent of the Agent and the Borrower may Guarnator to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Guarantor will be deemed to have given its consent five Business Days after the case of Existing Bank has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeGuarantor within that time. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender Bank (in form and substance satisfactory to the Agent) that the New Lender Bank will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original LenderBank; and (bii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New LenderBank, the completion of which the Agent shall promptly notify to the Existing Lender Bank and the New LenderBank. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender Bank assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender Bank or Lender Bank acting through its new Lending Branch Facility Office under Clause 711 (Tax gross-up and indemnities) or Clause 12 (Increased Costs), then the New Lender Bank or Lender Bank acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender Bank or Lender Bank acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (e) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (f) Each New Bank, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Bank or Banks in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Bank would have been had it remained a Bank.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and 24.2.1 An Existing Lender must consult with the Borrower is required for no more than 5 days before it may make an assignment or transfer in accordance with Clause 24.1 (Assignments and transfers by a Lender, the Lenders) unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender. The said consents ; (b) if the Existing Lender is a fund, to a fund which is a Related Fund of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if Existing Lender; or (c) made at a time when an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 24.2.2 An assignment will only be effective on: (a) receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (b) the performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 24.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 24.5 (Procedure for transfer) is complied with. 18.2.4 24.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 714 (Tax gross-up and indemnities) or Clause 15.1 (Increased costs), then (unless the assignment, transfer or charge has been made in mitigation in accordance with Clause 17 (Mitigation by the Lenders)) the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 25.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Original Guarantor is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender. ; or (b) made at a time when an Event of Default is continuing. 25.2.2 The said consents consent of the Agent and the Borrower may Original Guarantor to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Original Guarantor will be deemed to have given its consent five Business Days after the case of Existing Lender has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeOriginal Guarantor within that time. 18.2.2 25.2.3 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 25.2.4 A transfer will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure for transfer) is complied with. 18.2.4 25.2.5 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 711 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. 25.2.6 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by a an Existing Lender, unless . No consent is required if the assignment or transfer is to another Lender or an Affiliate of a Lender. Lender or the transfer occurs during an Event of Default. (b) The said consents consent of the Agent and the Borrower may Company to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Company will be deemed to have given its consent fifteen Business Days after the case of Existing Lender has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeCompany within that time. 18.2.2 (c) An assignment will only be effective as among the Finance Parties on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender has become entitled to the same rights and will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 22.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 30.2.1 A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000. 30.2.2 Subject to subclause 30.2.1 above, an Existing Lender may transfer a part of each of its Facility A Commitments, Facility B Commitments and Revolving Facility Commitments separately, and is not required to pro rate the amounts transferred across each Facility. 30.2.3 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by a an Existing Lender, unless unless: (a) the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents ; or (b) at the time of the Agent and the Borrower may not be unreasonably withheld assignment or delayed andtransfer, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval . 30.2.4 The consent of the Agent, Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Lower Saxony Guarantee Agent or Existing Lender has requested it unless consent is expressly refused by the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeCompany within that time. 18.2.2 30.2.5 An assignment will only be effective only on: (a) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and; (b) performance by the relevant Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the that Agent shall promptly notify to the Existing Lender and the New Lender; and (c) entry by the New Lender into a Confidentiality Undertaking with the Company. 18.2.3 30.2.6 A transfer will only be effective if the procedure set out in Clause 18.5 30.5 (Procedure for transfer) is complied withwith and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Company. 18.2.4 30.2.7 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment (or increased payment) to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 719 (Tax gross-up and indemnities) or Clause 20 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment (or increased payment) under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurredoccurred provided that (without prejudice to Clause 19.2.8 above) this sub-clause 30.2.7 shall not prevent an Obligor from being required to pay an increased amount under Clause 19 (Tax Gross Up and Indemnities) to a Treaty Lender which becomes a Lender on the Syndication Date.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . (b) The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent five Business Days after the case of the Borrower, shall not be required if an Event of Default Existing Lender has occurred and requested it unless consent is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or expressly refused by the Borrower (acting reasonably in all circumstances and without payment of a fee to the Agent, at any time transfer or assign all of having provided written reasons for its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineerefusal) within that time. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurredoccurred except that this paragraph (e) shall not apply in respect of an assignment or transfer by an Original Lender to a New Lender in connection with the primary syndication of the Facilities. (f) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement.

Conditions of assignment or transfer. 18.2.1 (a) The Borrower must be given prior notification of any assignment or transfer becoming effective under Clause 25.1 (Assignments and transfers by the Lenders) and the consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Company is required for an assignment or transfer by to an entity which is not a Lender, unless bank or financial institution or a securitisation trust or fund. (b) The consent of the Company to an assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may must not be unreasonably withheld or delayed and, in delayed. The Company will be deemed to have given its consent five Business Days after the case of Existing Lender has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeCompany within that time. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the satisfaction of the Agent with the results of all “"know your customer” client" or other checks relating to the identity of any person that it is required by law to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 714 (Tax gross-up and indemnities) or Clause 15 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. (f) In addition to the other assignment rights provided in this Clause 25, each Lender may assign, as collateral or otherwise, any of its rights under this Agreement (including rights to payments of principal or interest on the Loans) to any trustee for the benefit of the holders of such Lender's securities provided that no such assignment shall release the assigning Lender from any of its obligations under this Agreement.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 20.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent Borrower and the Borrower Agent is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed andLender or, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval . 20.2.2 The consents of the Agent, the Lower Saxony Guarantee Agent or and the Borrower and without payment to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five (5) Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time. 20.2.3 The consent of a fee the Borrower to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 20.2.4 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 20.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 20.5 is complied with. 18.2.4 20.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 78, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred. 20.2.7 Any Existing Lender that assigns any of its rights shall retain its voting right as a Lender.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or a transfer by a Lender, Lender of any of its obligations under the Finance Documents in respect of its Commitment unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . (b) The said consents consent of the Agent and the Borrower may to a transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower will be deemed to have given its consent seven Business Days after the case of the Borrower, shall not be required if an Event of Default Lender has occurred and requested it unless consent is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or expressly refused by the Borrower and without payment of a fee within that time for reasons to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineebe recorded in writing. 18.2.2 An assignment (c) Transfer will only be effective on: (a) on receipt by the Agent and Security Trustee of written confirmation from the New Lender (in form and substance satisfactory to the AgentAgent and Security Trustee) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and. (bd) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 10.1.3 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a A Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date of the assignment, transfer or change occurs, the Borrower would be becomes obliged to make a extra payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, Facility Office. then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 25.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Guarantor is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender. ; or (b) made at a time when an Event of Default is continuing. 25.2.2 The said consents consent of the Agent and the Borrower may Guarantor to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Guarantor will be deemed to have given its consent five Business Days after the case of Existing Lender has requested it unless consent is expressly refused by the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeGuarantor within that time. 18.2.2 25.2.3 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 25.2.4 A transfer will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure for transfer) is complied with. 18.2.4 25.2.5 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 711 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and either the Borrower is or the Agent shall be required for an assignment or transfer by a an Existing Lender, unless the other than (i) an assignment or a transfer is to another Lender or to an Affiliate of a Lender or (ii) an assignment or a transfer by the Arranger or its affiliates. Any assignment or transfer by an Existing Lender must be in a minimum amount of US$5,000,000 in respect of the Facility, other than an assignment or a transfer to another Lender or to an Affiliate of a Lender. , for which no minimum amount is required. (b) The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld solely because the assignment or delayed and, transfer may result in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Cost. 18.2.2 (c) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws or regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify provide notice to the Existing Lender and the New Lender. 18.2.3 (d) A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 712 (Tax gross-up and indemnities) or Clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause such Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been entitled if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 25.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Original Guarantor is required for an assignment or transfer by a an Existing Lender, unless the assignment or transfer is is: (a) to another Lender or an Affiliate of a Lender. ; or (b) made at a time when an Event of Default is continuing. 25.2.2 The said consents consent of the Agent and the Borrower may Original Guarantor to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Original Guarantor will be deemed to have given its consent five Business Days after the case Existing Lender has requested it unless consent is expressly refused by the Original Guarantor within that time. 25.2.3 The consent of the Borrower, shall Original Guarantor to an assignment or transfer must not be required if withheld solely because the assignment or transfer may result in an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeMandatory Costs Rate. 18.2.2 25.2.4 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent other Finance Parties and the other Lenders Secured Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent of all necessary “know your customer” or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 25.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 25.5 (Procedure for transfer) is complied with. 18.2.4 25.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 711 (Tax Gross-up and Indemnities) or Clause 12 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. 25.2.7 Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 18.2.1 31.2.1 A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000. 31.2.2 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Parent Company is required for an assignment or transfer by a an Existing Lender, unless unless: (a) the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents ; or (b) at the time of the Agent and the Borrower may not be unreasonably withheld assignment or delayed andtransfer, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval . 31.2.3 The consent of the Agent, Parent Company to an assignment or transfer must not be unreasonably withheld or delayed. The Parent Company will be deemed to have given its consent ten Business Days after the Lower Saxony Guarantee Agent or Existing Lender has requested it unless consent is expressly refused by the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeParent Company within that time. 18.2.2 31.2.4 An assignment will only be effective on: (a) receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and; (b) performance by the relevant Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the that Agent shall promptly notify to the Existing Lender and the New Lender; and (c) entry by the New Lender into a Confidentiality Undertaking with the Parent Company. 18.2.3 31.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 31.5 (Procedure for transfer) is complied withwith and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Parent Company. 18.2.4 31.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 720 (Tax gross-up and indemnities) or Clause 21 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. The said consents consent of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, and shall not be required if an Event of Default or a Possible Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 is complied with. 18.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Documents and the Lower Saxony Guarantees or changes its Lending Branch; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch under Clause 7, then the New Lender or Lender acting through its new Lending Branch is only entitled to receive payment under that Clause to the same extent as the Existing Lender or Lender acting through its previous Lending Branch would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The consent of (a) Save as otherwise agreed by the Agent, the Lower Saxony Guarantee Agent Company and the Borrower is required for an assignment or transfer by a Lender, unless Facility Agent the assignment or transfer is to another participation (net of any retransfer) of each Lender or an Affiliate of a Lender. The said consents of the Agent and the Borrower may not be unreasonably withheld or delayed and, participating in the case Facility shall be a minimum of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony £5,000,000 (or its nomineecurrency equivalent). 18.2.2 (b) An assignment will only be effective on: (a) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders as it would have been under if it was an Original Lender; and (b) on performance by the Facility Agent of all “"know your customer” " or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) An assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent and the Company) that the New Lender will assume the same LEGAL_EU # 10964296.8 obligations to the other Finance Parties as it would have been under if it was an Original Lender. (d) A transfer will only be effective if the procedure set out in Clause 18.5 20.6 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower Company would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 710 (Taxes) or 11.2 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 22.2.1 The consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower is required for an the assignment or and the transfer by a LenderLender of its rights and/or obligations, unless the assignment or and/or transfer is is: (a) to another Lender Lender; (b) to The Royal Bank of Scotland plc or its Affiliates; (c) to an Affiliate of a Lender. ; (d) to be made after an Event of Default has occurred. 22.2.2 The said consents consent of the Agent and the Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Borrower shall give its consent (or refuse it if permitted under this clause 22.2.2) within 10 Business Days after the case of Lender has requested it. When the Borrower’s consent is granted, shall not be required upon receipt of a notice from the Facility Agent within 10 Business Days from the date of that notification the Borrower undertakes to execute (at its own expense if an Event of Default has occurred and it is continuing. Each Lender may, however, without the prior approval continuing and on expense of the AgentExisting Lender and/or the New Lender otherwise), the Lower Saxony Guarantee Agent or a Submission to Execution in favour of each New Lender hereunder and deliver such Submission to Execution to a relevant New Lender. 22.2.3 The consent of the Borrower and without payment of a fee to an assignment and/or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeBank Guarantee Fund Cost. 18.2.2 22.2.4 An assignment will only be effective on: (a) on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Existing Lender; and (b) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the . The Facility Agent shall promptly notify to the Existing Lender and Borrower with the New Lenderdetails of any assignment for which the consent of the Borrower is not required. 18.2.3 22.2.5 A transfer will only be effective if the procedure set out in Clause 18.5 clause 22.4 (Procedure for transfer) is complied with. 18.2.4 22.2.6 If: (a) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 7clause 13 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The (a) In the case of a transfer by a Lender of any of its obligations under the Finance Documents in respect of its Available Commitment, the consent of the AgentBorrowers shall be required unless, in either case, the Lower Saxony Guarantee Agent and the Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . (b) The said consents consent of the Agent and the Borrower may Borrowers to a transfer must not be unreasonably withheld or delayed and, in the case delayed. Each of the Borrower, shall not Borrowers will be required if an Event of Default deemed to have given its consent five Business Days after the Lender has occurred and requested it unless consent is continuing. Each Lender may, however, without expressly refused by the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeBorrowers within that time. 18.2.2 (c) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and. (bd) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 23.5 (Procedure for transfer) is complied with. 18.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the a Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 711 (Tax gross-up and indemnities), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 The consent of (a) An Existing Lender must consult with the Agent, the Lower Saxony Guarantee Agent and the Borrower is required Parent for no more than five Business Days before it may make an assignment or transfer by a Lendertransfer, unless the assignment or transfer is is: (i) to another Lender or an Affiliate of a Lender. The said consents , which is a Qualifying Bank or a Permitted Non-Qualifying Bank; or (ii) made at a time when the occurrence of the Agent and the Borrower may not be unreasonably withheld or delayed and, in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee. 18.2.2 (b) An assignment will only be effective on: (ai) receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and (bii) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (c) A transfer will only be effective if the procedure set out in Clause 18.5 24.6 (Procedure for transfer) is complied with. 18.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 713 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The consent of the Agent, the Lower Saxony Guarantee Agent and the Original Borrower is required for an assignment or transfer by a Lender, unless the assignment or transfer is to another Lender or an Affiliate of a Lender. . (b) The said consents consent of the Agent and the Original Borrower may to an assignment or transfer must not be unreasonably withheld or delayed and, in delayed. The Original Borrower will be deemed to have given its consent five Business Days after the case Lender has requested it unless consent is expressly refused by the Original Borrower within that time. (c) The consent of the Borrower, shall Original Borrower to an assignment or transfer must not be required if withheld solely because the assignment or transfer may result in an Event of Default has occurred and is continuing. Each Lender may, however, without increase to the prior approval Mandatory Cost. (d) The consent of the Agent, the Lower Saxony Guarantee Agent Fronting Bank is required for an assignment or the Borrower and without payment of transfer by a fee Lender in relation to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nominee.a Facility B. 18.2.2 (e) An assignment will only be effective on: (a) on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and. (bf) performance by the Agent of all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 A transfer will only be effective if the procedure set out in Clause 18.5 27.6 (Procedure for transfer) is complied with. 18.2.4 (g) No such assignment shall result in any Lender which has Facility B Commitment being required to participate in Facility B Loan unless the consent of the Lenders with Facility B Commitment exceeding 66 2/3 per cent. of the aggregate of the Facility B Commitment has been obtained. (h) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 716 (Tax gross-up and indemnities) or Clause 17 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 18.2.1 (a) The written consent of the Agent, the Lower Saxony Guarantee Agent and the Borrower Guarantor is required for an assignment or transfer by a Lender, unless unless: (i) the assignment or transfer is to another Lender or an Affiliate of a the assigning or transferring Lender. , provided that no additional Tax (whether withholding or otherwise), costs, fees or expenses will be payable by the Obligors; or (ii) an Event of Default is continuing, (b) The said consents written consent of the Agent and the Borrower may Guarantor to an assignment or transfer must not be unreasonably withheld or delayed anddelayed. The Guarantor will be deemed to have given its consent twelve Business Days after the Lender has requested such consent unless it is expressly refused by the Guarantor within that time. (c) The consent of the relevant Fronting Bank is required for an assignment or transfer by a Lender in relation to a Bank Guarantee. (d) Any assignment or transfer by a Lender of its Commitment must be in a minimum amount of €5,000,000 (and multiples thereof) or, if lower the amount of that Lender's participation in the case of the Borrower, shall not be required if an Event of Default has occurred and is continuing. Each Lender may, however, without the prior approval of the Agent, the Lower Saxony Guarantee Agent or the Borrower and without payment of a fee to the Agent, at any time transfer or assign all of its rights and benefits hereunder and under the Security Documents to the German State of Lower Saxony or its nomineeFacility. 18.2.2 (e) An assignment will only be effective on: : (ai) receipt by the Agent and the Guarantor of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the Agent and the other Lenders Finance Parties as it would have been under if it was an Original Lender; and and (bii) performance by the Agent of all “necessary "know your customer” " or other similar checks relating to any person that it is required to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender. 18.2.3 (f) A transfer will only be effective if the procedure set out in Clause 18.5 26.5 (Procedure for transfer) is complied with. 18.2.4 (g) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Security Finance Documents and the Lower Saxony Guarantees or changes its Lending BranchFacility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Lending Branch Facility Office under Clause 715 (Tax gross-up and indemnities) or Clause 16 (Increased costs), then the New Lender or Lender acting through its new Lending Branch Facility Office is only entitled to receive payment under that Clause those Clauses to the same extent as the Existing Lender or Lender acting through its previous Lending Branch Facility Office would have been if the assignment, transfer or change had not occurred. Notwithstanding the above, no assignment, transfer, sub-participation or subcontracting in relation to a Utilisation by a Borrower established in France or in Italy may be effected to a New Lender incorporated, domiciled, established or acting through a Facility Office situated, respectively, in a Non-Cooperative Jurisdiction or in a Blacklisted Jurisdiction without the prior consent of the Company, which shall not be unreasonably withheld. This paragraph (g) shall not apply in relation to Clause 15 (Tax Gross Up and Indemnities) to a Facility B Treaty Lender that has included an indication to the effect that it wishes the HMRC DT Treaty Passport scheme to apply to this Agreement in accordance with paragraph (a) of Clause 15.8 (HMRC DT Treaty Passport scheme confirmation) if the Obligor making the payment has not complied with its obligations under paragraph (b) of Clause 15.8 (HMRC DT Treaty Passport scheme confirmation).